SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-KSB

[X]Annual Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934

                   For the fiscal year ended December 31, 2003

                                       OR

[ ]Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934

             For the transition period from ________ to ___________

                        Commission file number: 333-14477

                                SPORTSNUTS, INC.
        (Exact name of small business issuer as specified in its charter)
<TABLE>
<S>                                              <C>
        Delaware                                 87-0561426
        ---------------------------------        -------------------------
        (State or other jurisdiction of          (IRS Employer
        incorporation or organization)           Identification No.)

    11585 South State Street, Suite 102
             Draper, Utah                                84020
             ------------                        -------------------------
    (Address of principal executive offices)          (Zip Code)
</TABLE>

                                 (801) 816-2500
                            -------------------------
                            Issuer's telephone number

-----------------------------------------------------------------------------
(Former name or former address and former fiscal year, if changed
since last report.)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:  None



<PAGE>



         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

         The Company's revenues for the fiscal year ending December 31, 2003
were $659,223.

         The aggregate market value of the Company's voting stock held by
non-affiliates computed by reference to the closing price as quoted on the NASD
Electronic Bulletin Board on March 1, 2004 was approximately $1,158,515. For
purposes of this calculation, voting stock held by officers, directors, and
affiliates has been excluded.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. As of March 1, 2004, the
Company had outstanding 98,627,086 shares of common stock, par value $0.002 per
share.


                       DOCUMENTS INCORPORATED BY REFERENCE

         None.


     Transitional Small Business Disclosure Format (check one)  [  ] Yes [x] No





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                                TABLE OF CONTENTS

Part I
         Item 1 -   DESCRIPTION OF BUSINESS....................................1
                    CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS..........1
         Item 2 -   DESCRIPTION OF PROPERTY...................................11
         Item 3 -   LEGAL PROCEEDINGS.........................................12
         Item 4 -   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......12

Part II
         Item 5 -   MARKET FOR COMMON EQUITY AND RELATED
                    STOCKHOLDER MATTERS.......................................13
         Item 6 -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS.......................14
         Item 7 -   FINANCIAL STATEMENTS......................................18
         Item 8 -   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                    ACCOUNTING AND FINANCIAL DISCLOSURE.......................40

Part III
         Item 9 -   DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS;
                    COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.........41
         Item 10 -    EXECUTIVE COMPENSATION..................................42
         Item 11 -  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                    MANAGEMENT AND RELATED STOCKHOLDERS MATTERS...............43
         Item 12 -    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........44
         Item 13 -    EXHIBITS AND REPORTS ON FORM 8-K........................44
         Item 14 -    CONTROLS AND PROCEDURES.................................45

INDEX TO EXHIBITS.............................................................46
SIGNATURES....................................................................47








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                           FORWARD LOOKING STATEMENTS

         THIS ANNUAL REPORT ON FORM 10-KSB, IN PARTICULAR "ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND
"ITEM 1. BUSINESS," INCLUDE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS
REPRESENT THE COMPANY'S EXPECTATIONS OR BELIEFS CONCERNING, AMONG OTHER THINGS,
FUTURE REVENUE, EARNINGS, AND OTHER FINANCIAL RESULTS, PROPOSED ACQUISITIONS AND
NEW PRODUCTS, ENTRY INTO NEW MARKETS, FUTURE OPERATIONS AND OPERATING RESULTS,
FUTURE BUSINESS AND MARKET OPPORTUNITIES. THE COMPANY WISHES TO CAUTION AND
ADVISE READERS THAT THESE STATEMENTS INVOLVE RISK AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTATIONS AND BELIEFS
CONTAINED HEREIN. FOR A SUMMARY OF CERTAIN RISKS RELATED TO THE COMPANY'S
BUSINESS, SEE "RISK FACTORS." UNDER "ITEM 1.
DESCRIPTION OF BUSINESS."

         Unless the context requires otherwise, references to the Company are to
SportsNuts, Inc. and its subsidiaries.

                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

Cautionary Factors That May Affect Future Results  (Cautionary  Statements Under
the Private Securities Litigation Reform Act of 1995)

         The disclosure and analysis set forth herein contains certain forward
looking statements, particularly statements relating to future actions,
performance or results of current and anticipated products and services, sales
efforts, expenditures, and financial results. From time to time, the Company
also provides forward-looking statements in other publicly-released materials,
both written and oral. Forward-looking statements provide current expectations
or forecasts of future events such as new products or services, product
approvals, revenues, and financial performance. These statements are identified
as any statement that does not relate strictly to historical or current facts.
They use words such as "anticipates," "intends," "plans," "expects," "will," and
other words and phrases of similar meaning. In all cases, a broad variety of
assumptions can affect the realization of the expectations or forecasts in those
statements. Consequently, no forward-looking statement can be guaranteed. Actual
future results may vary materially.

         The Company undertakes no obligation to update any forward-looking
statements, but investors are advised to consult any further disclosures by the
Company on this subject in its subsequent filings pursuant to the Securities
Exchange Act of 1934. Furthermore, as permitted by the Private Securities
Litigation Reform Act of 1995, the Company provides these cautionary statements
identifying risk factors, listed below, that could cause the Company's actual
results to differ materially from expected and historical results. It is not
possible to foresee or identify all such factors. Consequently, this list should
not be considered an exhaustive statement of all potential risks, uncertainties
and inaccurate assumptions.


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RISK FACTORS

         Operating Risks

         Defaults in Senior Securities. Effective February 1, 2000, the Company
sold and issued a promissory note secured by virtually all tangible and
intangible assets of the Company ("Note") in exchange for $450,000 in cash
proceeds. As of May 1, 2000, the Company is in default with respect to the Note.
Although the Note holder continues to be supportive of the Company and its
management, if the holder of the Note determines to foreclose upon the Note, the
Company would likely be forced to sell all of its tangible and intangible assets
to satisfy the obligation represented by the Note and would, therefore, likely
cease operations entirely. The Note and Security Agreement executed in
connection therewith have been filed as an exhibit to the Company's 1999 annual
report on Form 10-KSB filed with the Securities and Exchange Commission on March
30, 2000.

         Default in Capital Computer Lease. The Company's wholly-owned
subsidiary, Sports Management Partners, Inc. ("SMP"), is presently in default
with respect to a capital computer lease with IBM Credit Corp. signed on May 31,
2001. The lease concerns various computer hardware components leased by SMP in
connection with efforts to provide hardware management solutions to sports
organizations but does not include hardware used by the Company with respect to
its Internet technology solutions or the Company's Local Area Network. The
equipment was repossessed by IBM in June, 2002, but no settlement has been
reached to date.

         Dependence on Key Personnel. The Company's success depends, in large
part, upon the talents and skills of its management and key personnel. To the
extent that any of its key personnel are unable or refuse to continue their
association with the Company, a suitable replacement would have to be found. The
competition for qualified personnel in the computer software and Internet
markets is intense, and there are limited numbers of such qualified personnel in
the metropolitan Salt Lake City area. There is no assurance that the Company
would be able to find suitable replacements for its existing management
personnel or technical personnel or that such replacements could be obtained for
an amount affordable to the Company.

         Additional Financing Required. The Company will likely require
substantial additional capital in the future for expansion, business
development, marketing, computer software and systems, overhead, administrative,
and other expenses. There is no assurance that the Company will be able to raise
additional funds or that financing will be available on acceptable terms. Lack
of additional funds could significantly affect the Company and its business.
Further, funds raised through future equity financing could be substantially
dilutive to existing shareholders.

         Company Not Currently Profitable. The Company was organized on July 12,
1996. Since the date of its inception, the Company has incurred substantial
losses and has not yet generated a profit. To achieve any significant measure of
profitability, the Company must create substantial activity through its Web Site
to generate revenues, and there is no assurance that the Company will do so in
the future or that such revenue generation will ultimately lead to the Company
becoming profitable.

         Revenues Subject to Seasonal Fluctuation. The Company expects that it
will experience an increase in commercial activity during the spring and winter
months, principally due to spring recreational athletic leagues, tournaments,
and events operating during that period. During the winter months, winter games
events, basketball tournaments, leagues, and events, and other winter events are

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expected to generate increases in revenue as compared to the summer and fall
periods. There can be no assurance that the Company can decrease its selling,
general, and administrative expenses during periods of decreased revenue and
that the Company's results of operations during these periods will not be
materially adversely affected.

         Government Regulation of the Internet. There are currently few laws or
regulations directly applicable to electronic commerce. Due to the increasing
popularity and use of the Internet, it is possible that a number of laws and
regulations may be adopted with respect to the Internet which could materially
increase the cost of transacting business on the Internet. Although
transmissions from the Company's Web Site originate from the State of Utah, the
government of the United States and the governments of other states and foreign
countries might attempt to regulate such transmissions or assess taxes, fees,
tariffs, duties, or other payments against the Company, the Company's
Affiliates, or customers purchasing products or services through the Web Site.
Any such regulations or assessments could adversely affect the Company's
business, operating results, and financial condition.

         Risk of Computer System Failure. The success of the Company is
substantially dependent upon its ability to deliver high quality, uninterrupted
access to its technology applications, which requires that the Company protect
its computer hardware and software systems and the data and information stored
in connection therewith. The Company's systems are vulnerable to damage by fire,
water (principally from overhead sprinkler systems that may be triggered by fire
or excessive heat within the building in which the Company and other co-tenants
operate), natural disaster, power loss, telecommunications failures,
unauthorized intrusion, and other catastrophic events. Any substantial
interruption in the Company's systems would have a material adverse effect on
the Company's business, operating results, and financial condition. Although the
Company carries general commercial insurance coverage, such coverage may not be
adequate to compensate for the losses that may occur. In addition, the Company's
systems may be vulnerable to computer viruses, physical or electronic break-ins,
sabotage, or other problems caused by third parties which could lead to
interruptions, delays, loss of data, or cessation in service to persons desiring
to access the Company's Internet properties. The occurrence of any of these
risks could have a material adverse effect upon the Company's business, results
of operations, and financial condition.

         Electronic Data Transmission Security Risks. A significant barrier to
the electronic transmission of confidential data over the Internet is the
perception that such data may not be secure. The Company relies upon encryption
and authentication technology to provide the security necessary to effect secure
transmissions of confidential information. There can be no assurance that
advances in decryption technology, computer espionage, and other developments
will not result in a breach or compromise of the algorithms used by the Company
to protect transaction data of persons accessing the Company's internet
properties and internet properties of the Company's clients, and therefore lead
to the misappropriation of such data by third parties. Any such breach,
compromise, or misappropriation could damage the Company's reputation and expose
the Company to a risk of loss or litigation and possible liability, and could
have a material adverse effect upon the Company's business, results of
operations, or financial condition.

         No Proprietary Protection for Technology. The Company's online
registration system, statistical information system, and the league management
system are not protected by any copyright or patent, and the Company does not
anticipate filing an application with the United States Patent and Trademark
Office ("USPTO") or the United States Copyright Office for protection of these
systems. Although the Company believes that copyright and patent protection for
these systems is either cost

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prohibitive or unnecessary, it may be wrong. If the Company is wrong, it could
face unexpected expenses pursuing, defending, or otherwise becoming involved in
a copyright or patent dispute, any of which could have a material adverse effect
upon the Company's business, results of operations, and financial condition.

         Uncertain Protection of Trade Names and Related Intangible Assets. The
Company has registered the Internet domain names, "www.sportsnuts.com," and
"www.sportsnuts.net." Given the lack of financial resources available to the
Company during 2003, the Company has not pursued trademark applications of its
name and brand. Consequently, other companies with names, marks, or slogans
similar to SportsNuts could seek to require that the Company obtain a license
from them or require the Company to change its name, either of which could
entail substantial costs. Additionally, if the Company were requried to change
its name, it could lose all goodwill associated with the "SportsNuts" mark. In
addition, future products and services offered by the Company may need to be
marketed under different names if the mark "SportsNuts" causes confusion with
another trade name being used by another company. The Company could also incur
substantial costs to defend any legal action taken against the Company pursuant
to a trademark or service mark dispute. If any legal action against the Company,
its asserted trademarks, or service marks should be found to infringe upon
intellectual property rights of a third party, the Company could be enjoined
from further infringement and could be required to pay damages. In the event a
third party were to sustain a valid claim against the Company, and in the event
a required license were not available on commercially reasonable terms, the
Company's financial operations and results of operations could be materially
adversely affected. Litigation, which could result in substantial cost to and
diversion of resources of the Company, may also be necessary to enforce
intellectual property rights of the Company or to defend the Company against
claimed infringements of the rights of others.

         Competition and Technological Change. The market for computer
technology products, services, and advertising within the amateur sports market
is new, rapidly evolving, and intensely competitive and will continue to undergo
rapid technological change. The Company must continue to enhance and improve the
functionality and features of its online services and sports information
management software. New industry needs, standards, and practices have emerged
that threaten the marketability of the SportsNuts technology services offered
through its internet properties and may render such services obsolete.
Developing and enhancing the Company's proprietary technology entails
significant technical and business risks, in addition to substantial costs. If
the Company faces delays in introducing new services, products and enhancements,
its users may forego the use of the Company's services and use those of its
competitors. The Company currently competes with many other amateur sports
information and product web sites and the Company anticipates competition to
intensify in the future. Barriers to entry are not significant, and current and
new competitors have been able to launch new web sites and new operations
quickly at a relatively low cost. Accordingly, the Company believes that its
success will depend heavily upon achieving significant market acceptance before
its competitors and potential competitors introduce competing services. Many of
the Company's competitors, as well as potential entrants into the Internet
amateur sports market, have longer operating histories, larger customer or user
bases, greater brand recognition and significantly greater financial, marketing,
and other resources than the Company. Furthermore, several of the Company's
competitors have acquired certain key sponsorships and relationships with a few
well-known amateur sports organizations which may impede the Company's growth
and thereby have a material adverse effect upon the Company's business, results
of operations, and financial condition.


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         Investment Risks

         Speculative Investment. The shares of the Company's common stock are a
speculative investment. To date, the Company has generated substantial losses
and has yet to achieve a profit. If the Company fails to generate profits, it is
unlikely that the Company will be able to meet its financial obligations and
investors could lose their entire investments.

         Securities Class Action Claims Based Upon Price Fluctuation. Securities
class action claims have been brought against issuing companies in the past
after volatility in the market price of a company's securities. With respect to
the Company, such litigation could be very costly and divert the attention of
the Company's management and resources, and any adverse determination in such
litigation could also subject the Company to significant liabilities, any or all
of which could have a material adverse effect on the Company's business, results
of operations, and financial condition.

         No Active Market. Although the Company's shares are traded on the NASD
Electronic Bulletin Board, the Company believes that the public trading price
may be an inaccurate representation of the value of the Company because there is
little or no trading volume in the Company's shares and no analysts or NASD
market makers actively follow the Company.

         No Dividends. The Company does not anticipate paying dividends on its
Common Stock in the foreseeable future, and may be restricted from paying
dividends in the future pursuant to subsequent financing arrangements.

         Classified Board of Directors. Pursuant to the Company's Certificate of
Incorporation, the Board of Directors has been divided into three classes, with
only one class subject to reelection in a given year. The Certificate of
Incorporation requires a vote of 66 2/3% of the shares of the Company to amend
the provision governing the election of directors. Consequently, even if a
shareholder or group of shareholders were to acquire a majority of the
outstanding shares of the Company, such acquisition would not necessarily lead
to a change in control of the Company. However, the Company cannot guarantee
that certain persons, either collectively or individually, will not be able to
control the election of the Board of Directors and that minority shareholders
will not be adversely affected as a result.

         Other Anti-Takeover Provisions. The Company's Certificate of
Incorporation contains certain provisions which could be an impediment to a
non-negotiated change in control of the Company, namely an ability, without
stockholder approval, to issue up to 20,000,000 shares of preferred stock with
rights and preferences determined by the board of directors, staggered terms for
directors, and super-voting requirements. These provisions could impede a
non-negotiated change in control and thereby prevent stockholders from obtaining
a premium for their Common Stock.

         Securities Eligible for Public Trading. Of the 98,627,086 shares of the
Company's Common Stock outstanding at March 1, 2004, approximately 73,271,086
are freely tradeable or immediately eligible for resale under Rule 144
promulgated pursuant to the Securities Act of 1933, as amended. Sales of
substantial amounts of freely tradeable stock in the public market could
adversely affect the market price of the Common Stock. The Company has also
filed a registration statement with respect to its 2000 Stock Option Plan, the
result of which could be the sale of a significant number of shares in the
public market, and consequently, an adverse effect upon the public trading price
of the Company's Common Stock.


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         Private Liability of Management. The Company has adopted provisions in
its Certificate of Incorporation which limit the liability of its officers and
directors and provisions in its bylaws which provide for indemnification by the
Company of its officers and directors to the fullest extent permitted by
Delaware corporate law. The Company's Certificate of Incorporation generally
provides that its directors shall have no personal liability to the Company or
its stockholders for monetary damages for breaches of their fiduciary duties as
directors, except for breaches of their duties of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, acts involving unlawful payment of dividends or unlawful stock purchases or
redemptions, or any transaction from which a director derives an improper
personal benefit. Such provisions substantially limit the shareholders' ability
to hold directors liable for breaches of fiduciary duty.

         Potential Issuance of Additional Common and Preferred Stock. The
Company is authorized to issue up to 200,000,000 shares of Common Stock. To the
extent of such authorization, the Board of Directors of the Company will have
the ability, without seeking shareholder approval, to issue additional shares of
common stock in the future for such consideration as the Board of Directors may
consider sufficient. The issuance of additional Common Stock in the future may
reduce the proportionate ownership and voting power of existing shareholders.
The Company is also authorized to issue up to 20,000,000 shares of preferred
stock, the rights and preferences of which may be designated in series by the
Board of Directors. To the extent of such authorization, such designations may
be made without shareholder approval. The designation and issuance of series of
preferred stock in the future would create additional securities which would
have dividend and liquidation preferences over common stock.

         Volatility of Stock Prices. In the event that there is an established
public market for the Company's Common Stock, market prices will be influenced
by many factors and will be more subject to significant fluctuations in response
to variations in operating results of the Company and other factors such as
investor perceptions of the Company, supply and demand, interest rates, general
economic conditions and those specific to the industry, developments with regard
to the Company's activities, future financial condition and management.

         Applicability of Low Priced Stock Risk Disclosure Requirements. The
Common Stock of the Company may be considered a low priced security under rules
promulgated under the Securities Exchange Act of 1934. Under these rules,
broker-dealers participating in transactions in low priced securities must first
deliver a risk disclosure document which describes the risks associated with
such stocks, the broker-dealers's duties, the customer's rights and remedies,
certain market and other information, and make a suitability determination
approving the customer for low priced stock transactions based on the customer's
financial situation, investment experience and objectives. Broker- dealers must
also disclose these restrictions in writing to the customer, obtain specific
written consent of the customer, and provide monthly account statements to the
customer. With all these restrictions, the likely effect of designation as a low
priced stock will be to decrease the willingness of broker-dealers to make a
market for the stock, to decrease the liquidity of the stock and to increase the
transaction cost of sales and purchases of such stock compared to other
securities.


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BUSINESS OVERVIEW


DESCRIPTION OF BUSINESS

         SportsNuts, Inc. (sometimes referred to hereinafter as the "Company")
is a sports management and marketing company, with a focus on community-based
amateur athletics, providing unique solutions to the challenges faced by
athletes and the organizations in which they participate. Incorporated in
Delaware on July 12, 1996, the Company helps organize and manage a wide variety
of sports events, providing online registration and merchandise sales, event
sponsorship, event coordination, and targeted promotion using technology and
strategic media relationships. The Company seeks to be the emerging technology
leader in sports information systems and the only organization of its kind to
complement its technology solutions with offline marketing, sales, and support.
The Company's mission is to become the ultimate resource for amateur and
community event coordinators, administrators, athletes, fans and coaches.

         SportsNuts endeavors to make events more profitable and efficient by
promoting such events through various media channels, attracting corporate
sponsorships, and providing technology tools to decrease administrative and
personnel costs. The Company also provides additional avenues for revenue
generation, such as merchandise sales through the Company's online sports mall.

         The Company also provides technology-based services to sports and other
organizations through Synerteck Incorporated, the Company's wholly-owned
subsidiary ("Synerteck"). Synerteck offers a wide variety of technology
services, including web site design, programming, and hosting, wide area network
or local area network configuration, hardware lease brokering, and hardware
configuration. Beginning in February, 2004, the Company also began offering
hardware sales through Secure Networks, Inc., its wholly-owned subsidiary.

BUSINESS FOCUS

         The Company targets organized sports events with its broad range of
marketing and technology services to increase consumer satisfaction, athlete
participation, corporate involvement, and purchasing opportunities. Through its
relationships with radio, print, and direct mail providers, the Company seeks to
create increased awareness of participating events within surrounding
communities. Through its Internet properties, the Company provides online event
registration and merchandise sales, event website hosting, and the issuance of
targeted e-mails to sports participants who have requested information about
upcoming sporting events. Event administrators can access and download
customizable reports on their events, requesting a full financial breakdown or
simply creating a report that displays the name and t- shirt size of each
participant.


TECHNOLOGY DEVELOPMENT

         Databases. The heart of the Company's operations and services is the
sports information management system user base. A database contains all the
detailed information that the Company gathers on every single registered
Internet user on its site. The database software holds and manipulates all such
information. This database is built with Sequel software. The Company has
invested in this software in order to insure reliability as well as scalability.
For the size of the Company's computer systems and the

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volume of throughput, Sequel databases are typically the fastest and are easily
moved from one computer platform to another. The database can efficiently
provide any of the stored information when it is automatically requested by the
Company's web site, software applications or manually requested by an employee
for corporate use. When the processing demand of the database servers is being
taxed to the pre-determined limits, the Company intends to move the database to
more powerful, alpha processor- based computer systems in order to maintain the
efficiency, speed and quality of service.

         Software Applications. A custom designed program comprises the backbone
of the Company's sports information management system. This program collects
information about athletes, teams and leagues, individual athlete statistics,
team statistics, and schedules. The program stores this information in the
database and posts it on the Company's Web site. An administrative part of the
program allows certain pre-established users to access the user interface and
upload the most up to date information to the Company's database and site.
Coaches and other administrators can upload biographical information, photos,
articles, announcements and other information about athletes, game results,
teams, schools, etc. so that it can be viewed on the Web.

MARKET ANALYSIS/OPPORTUNITIES

         The market for products and services among amateur sports enthusiasts
in the United States is rapidly evolving and intensely competitive with a large
number of competitors in the Internet sports industry. However, the niche market
in which the Company competes possesses relatively few amateur sports
organizations that can provide a comprehensive marketing and technological
approach to organizations that seek to increase participation and attendance for
their events. However, there can be no assurance that the Company can maintain a
competitive position against current or future competitors as they enter the
markets in which it competes, particularly those with greater financial,
marketing, service, support, technical and other resources than those possessed
by the Company. The Company's failure to maintain a competitive position within
the market could have a material adverse effect on its business, financial
condition, results of operations and cash flows.

         The Reach of Amateur Sports. Amateur sports in the United States has a
massive following, estimated by the Company at 135 million fans, 76 million
active participants, 4 million organized teams, and over $30 billion spent
annually on products and services.

         Amateur sports touches multiple audiences (athletes, fans, coaches,
officials, sports physicians, athletic directors, community sports writers) who
generally want to enhance the experience for themselves and the participants. At
the grass-roots level, amateur sports tends to generate more emotional
involvement than any other activity with the exception of academic education.
The dreams of millions of athletes are pursued through sports and many families
live vicariously through sports in various supporting roles. Amateur sports
typically require a substantial investment of time and money. The demographic
profile of amateur sports enthusiasts is therefore strong relative to
recreational spending.

         The Internet. Sports has been a core staple in the development of the
Internet. Over thirty million users in the United States access the Internet
each day for sports-related information. The administration of amateur sports
organizations and events and the information management of amateur sports data
lend itself to unique marketing approaches that can be greatly facilitated
through various web- based solutions, but are currently not addressed
efficiently by any single organization.


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         Market Segmentation/User Needs

         Generally. The Company has divided the grass roots amateur sports
market into three specific segments: (i) Youth Sports (ages 5-13), (ii) High
School Sports (ages 14-18), and (iii) Adult Recreation Sports (ages 19+). As
discussed below, the Company believes that there are approximately 76 million
persons within these three categories, or roughly thirty percent of the U.S.
population. Each segment has specific interests and needs, but they all share
the common goal of improving the amateur athletic experience by strengthening
coaching and playing skills and providing easier access to reliable information
and quality products and services.

         Youth Sports. The Company estimated that there are roughly three
million organized youth sports teams in the United States. Each team has an
average of 12 players (36 million total players). However, since most children
play more than one sport, the Company estimates that the number of unique
participants in this segment to be 24 million.

         Youth sports are typically less organized and managed far less
efficiently than high school or adult recreational sports. The registration,
rostering, and scheduling process is costly and cumbersome for youth sports
organizations. In addition, game and event information is usually difficult to
obtain, including time and location of contest, profile of the opposing team,
and a summary of the event itself. Coaching at the youth sports level is often
highly erratic, with a large number of children either inspired by or alienated
toward organized sports for life during this period. Youth coaches require a
variety of resources necessary to improve the quality of the instructional
environment. Finally, youth sports are constantly in need of funding for
equipment, facilities, and transportation.

         High School Sports. The Company estimates that there are approximately
20,000 high schools in the United States, with approximately 25 teams of 20
athletes each per school across all sports and grade levels (10 million total
players). As with youth sports, since most teens play more than one sport, the
Company estimates that the number of unique participants, together with a
significant number of non- athlete participants (e.g. drill team members,
cheerleaders, and equipment managers) in this segment to be 8 million.

         Competition becomes significantly more important relative to youth
sports as athletes reach their teenage years. Nevertheless, current methods of
tracking the history or performance of an individual or team are difficult or
impossible, and broad comparison and ranking systems are largely unavailable.
Moreover, the scouting process is often unreliable, time consuming, and cost
prohibitive. High school athletes desire the type of tangible performance
measurements and statistics available through the Company's sports information
management system. In addition, those prep athletes with aspirations to
participate in collegiate athletics are highly interested in scholarship and
college placement opportunities afforded by increased exposure to college
recruiters. As with youth sports, high school sports programs are also
chronically underfunded. Finally, because of the increased intensity level of
high school sports and the resulting injuries, these athletes will likely
require access to sports medicine services, which is currently not available
from any comprehensive source online.

         Parents/Adult Recreation Sports. The Company estimates that the 32
million children and teens participating in amateur sports will have at least
one non-participant supporter, most likely a parent. Although most youth and
high school athletes have more than one parent who follows their activities,
many parents with children who play sports typically have more than one child
participating in organized amateur sports. Many of these adults also participate
in recreational sports themselves. The Company

                                        9

<PAGE>



believes that an additional 12 million adults who participate in recreational
sports do not currently have children engaged in amateur sports. Accordingly,
the Company estimates that 44 million U.S. adults follow a child who
participates in amateur sports and/or personally participate in adult
recreational sports.

         Because competition as well as exercise is at the heart of adult sports
participation, a source for statistical information is likely to be a
significant attraction within this category. These persons are also more likely
to utilize sports medicine services, given their increased susceptibility to
aches, soreness, and injury due to age and increasing fragility. Sports-oriented
adults have significant purchasing power relative to the youth sports and high
school sports segment, particularly with credit card transactions over the
Internet. Adults desire a wide range of and sufficient information concerning
products and services that cater to their interests.


INTELLECTUAL PROPERTY

         The Company has registered the Internet domain names,
"www.sportsnuts.com," and "www.sportsnuts.net." Given the lack of resources
available to the Company during 2003, the Company has not pursued any trademark
applications for its name and brand.

         The Company's online registration, statistical information system, and
the league management systems are not protected by any copyright or patent, and
the Company does not anticipate filing an application with the U.S. Patent and
Trademark Office or the United States Copyright Office for protection of any of
these systems. Although the Company believes that copyright and patent
protection for these systems is either cost prohibitive or unnecessary, it may
be wrong. If the Company is wrong, it could face unexpected expenses pursuing,
defending, or otherwise becoming involved in a copyright or patent dispute, any
of which could have a material adverse effect upon the Company's business,
results of operations, and financial condition.

         Because the Company has no formal trademark protection, other companies
with names, marks, or slogans similar to SportsNuts could seek to require that
the Company obtain a license from them or require the Company to change its
name, either of which could entail substantial costs. Additionally, if the
Company were requried to change its name, it could lose all goodwill associated
with the "SportsNuts" mark. In addition, future products and services offered by
the Company may need to be marketed under different names if the mark
"SportsNuts" causes confusion with another trade name being used by another
company. The Company could also incur substantial costs to defend any legal
action taken against the Company pursuant to a trademark or service mark
dispute. If, in any legal action against the Company, its asserted trademarks,
or service marks should be found to infringe upon intellectual property rights
of a third party, the Company could be enjoined from further infringement and
could be required to pay damages. In the event a third party were to sustain a
valid claim against the Company, and in the event a required license were not
available on commercially reasonable terms, the Company's financial operations
and results of operations could be materially adversely affected. Litigation,
which could result in substantial cost to and diversion of resources of the
Company, may also be necessary to enforce intellectual property rights of the
Company or to defend the Company against claimed infringements of the rights of
others.



                                       10

<PAGE>



GOVERNMENT REGULATION

         There are currently few laws or regulations directly applicable to
information technology or electronic commerce. Due to the increasing popularity
and use of the Internet, it is possible that a number of laws and regulations
may be adopted with respect to the Internet which could materially increase the
cost of transacting business on the Internet. Although transmissions from the
Company's Internet properties originate from the State of Utah, the government
of the United States and the governments of other states and foreign countries
might attempt to regulate such transmissions or assess taxes, fees, tariffs,
duties, or other payments against the Company, its affiliates, or customers
purchasing products or services through its internet properties of its clients.
Any such regulations or assessments could adversely affect the Company's
business, financial condition, and results of operations.


EMPLOYEES

        As of March 1, 2004, the Company employed ten persons on a part-time
basis. The Company presently has no full-time employees. In order to execute the
Company's business strategy, however, the Company will likely require a
significant increase in employees and contract personnel. Competition for
qualified personnel in the information technology industry is intense,
particularly among technical personnel in the Salt Lake City metropolitan area.
The Company believes that its future success will depend in part on its
continued ability to attract, hire, and retain a sufficient number of highly
skilled personnel.


REPORTS TO SECURITY HOLDERS

        SportsNuts is subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files quarterly
and annual reports, as well as other information with the Securities and
Exchange Commission ("Commission") under File No. 333-14477. Such reports and
other information filed with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates, and at various regional and
district offices maintained by the Commission throughout the United States.
Information about the operation of the Commission's public reference facilities
may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also
maintains a website at http://www.sec.gov that contains reports and other
information regarding the Company and other registrants that file electronic
reports and information with the Commission.


 ITEM 2: DESCRIPTION OF PROPERTY

        The Company's executive offices are located in a 5,000 square foot
facility in south Salt Lake County, Utah, twenty minutes from the Salt Lake City
International Airport and adjacent to Interstate 15. Base rent for this facility
is $4,250.00 per month, exclusive of utilities and other occupancy related
charges, on a three-year lease commencing January 1, 2003. The base rent
increases to $4,500.00 for the third year of the lease term.

        The Company believes that the size of its executive offices are adequate
for its business, technology, and operational needs for the intermediate future.
In the aggregate, however, the Company

                                       11

<PAGE>



believes that additional office space may be necessary in the near future to
accommodate its growth. The current commercial real estate market in Salt Lake
City has sufficient capacity that management believes that the Company should
not experience any significant difficulty in procuring additional office space
as needed.


ITEM 3: LEGAL PROCEEDINGS

                 None.


ITEM 4: SUBMISSION ON MATTERS TO A VOTE OF SECURITY HOLDERS

                 None.




                                       12

<PAGE>

                                    PART II.


ITEM 5:       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         (a)      Market for Common Equity and Related Stockholder Matters.

              (1) Market Information.

         The Company's Common Stock is listed on the NASD Electronic Bulletin
Board ("Bulletin Board") under the symbol "SPCI." The Company's stock has been
traded on the Bulletin Board since approximately January, 1997. As of March 1,
2004, there was no active public market for the Company's Common Stock. The
following table sets forth, for the periods indicated, the high and low closing
sales prices, as to Bulletin Board prices of shares of the Company's Common
Stock during the calendar year ended December 31, 2003:

<TABLE>
<CAPTION>
                                        High                                    Low
<S>                                     <C>                                     <C>
Fourth Quarter 2003                     $ 0.008                                 $ 0.0013
Third Quarter 2003                      $ 0.07                                  $ 0.005
Second Quarter 2003                     $ 0.008                                 $ 0.003
First Quarter 2003                      $ 0.01                                  $ 0.003
</TABLE>

         The following table sets forth, for the periods indicated, the high and
low closing sales prices, as to Bulletin Board prices of shares of the Company's
Common Stock during the calendar year ended December 31, 2002:

<TABLE>
<CAPTION>
                                        High                                    Low
<S>                                     <C>                                     <C>
Fourth Quarter 2002                     $ 0.011                                 $ 0.005
Third Quarter 2002                      $ 0.021                                 $ 0.005
Second Quarter 2002                     $ 0.4                                   $ 0.021
First Quarter 2002                      $ 0.041                                 $ 0.022
</TABLE>

              (2) Holders.

         As of March 1, 2004, the Company had approximately 384 holders of
record of its Common Stock.

              (3) Dividends.

         The Company has not paid any cash dividends on its Common Stock since
inception and does not anticipate paying cash dividends in the foreseeable
future. The Company anticipates that any future earnings will be retained for
use in developing and/or expanding the business.


                                       13

<PAGE>



         (b) Recent Sales of Unregistered Securities.

     On December 31, the Company converted all of its outstanding shares of
Preferred Stock into 356,000 shares of Common Stock, pursuant to the Certificate
of Designations for such Preferred Stock filed with the State of Delaware on
July 1, 2002. The shares of Preferred Stock were held by four accredited
investors who were issued such shares in April, May, and June of 2000. No
underwriting discounts or commissions were paid in connection with the above
transactions. The Company believes that the transactions were exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) of such
Act.

         As of December 31, 2003, the Company has granted options to various
officers, directors, employees, and service providers of the Company to purchase
22,155,000 shares of its Common Stock pursuant to the Company's 2000 Stock
Option Plan ("Plan"). The Company believes that the options granted under the
Plan are exempt from registration under the Securities Act of 1933 pursuant to
Section 4(2) of such Act.


ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

         The following discussion of the financial condition and results of
operations of SportsNuts, Inc. and its subsidiaries (hereafter collectively,
"SportsNuts" or the "Company") should be read in conjunction with the Audited
Financial Statements and related Notes thereto included herein. This discussion
may contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
including, without limitation, statements regarding the Company's expectations,
beliefs, intentions, or future strategies that are signified by the words
"expects," "anticipates," "intends," "believes," or similar language. Actual
results could differ materially from those projected in the forward looking
statements. Prospective investors should carefully consider the information set
forth below under the caption "Risk Factors" in addition to the other
information set forth herein. The Company cautions investors that its business
and financial performance is subject to substantial risks and uncertainties.

Overview

         SportsNuts is a sports management and marketing company, with a focus
on community-based amateur athletics, providing unique solutions to the
challenges faced by athletes and the organizations in which they participate.
The Company helps organize and manage a wide variety of sports events, providing
online registration and merchandise sales, event sponsorship, event
coordination, and targeted promotion using technology and strategic media
relationships. The Company seeks to be the emerging technology leader in sports
information systems and the only organization of its kind to complement its
technology solutions with offline marketing, sales, and support. The Company's
mission is to become the ultimate resource for amateur and community event
coordinators, administrators, athletes, fans and coaches.

               SportsNuts endeavors to make events more profitable and efficient
by promoting such events through various media channels, attracting corporate
sponsorships, and providing technology tools to decrease administrative and
personnel costs. The Company also provides additional avenues for revenue
generation, such as merchandise sales through the Company's online sports mall.


                                       14

<PAGE>



               The Company also provides technology-based services to sports and
other organizations through Synerteck Incorporated, the Company's wholly-owned
subsidiary ("Synerteck"). Synerteck offers a wide variety of technology
services, including web site design, programming, and hosting, wide area network
or local area network configuration, hardware lease brokering, and hardware
configuration. Beginning in February, 2004, the Company also began offering
hardware sales through Secure Networks, Inc., its wholly-owned subsidiary.

         The Company's principal sources of revenues are (i) online services
targeted to sports organizations and their members, (ii) offline promotional,
management, and sponsorship services provided in connection with community-based
sports events, and (iii) information technology consulting services. Beginning
February, 2004, the Company seeks to generate revenue from hardware sales
through its wholly-owned subsidiary Secure Networks, Inc. The ability to
generate revenues during the year 2004 and beyond depends substantially upon the
Company's resources available in order to market to and engage organizations and
their members to receive these services. Such efforts require significant
systems development, marketing and personnel costs, which, in turn, requires
substantial funding. If the Company is unable to obtain such funding, its
ability to generate revenues will be significantly impaired.

         Expenses which comprise cost of goods sold are principally comprised of
offline costs associated with the management and promotion of sporting events
which the company has an active role. Also included in cost of goods sold are
commissions paid for information technology consulting contracts. As more
organizations utilize the Company's technology services, future expenses
included in cost of goods sold will be personnel and materials costs to
administer these services, as well as potential fee sharing expenses to
organizations involved in sports event management, and online registration and
administration.

         General and administrative expenses have been comprised of
administrative wages and benefits; occupancy and office expenses; outside legal,
accounting and other professional fees; travel and other miscellaneous office
and administrative expenses. Selling and marketing expenses include
selling/marketing wages and benefits; advertising and promotional expenses;
travel and other miscellaneous related expenses. R&D expenses consist mainly of
development expenses related to creating new technology applications. In the
future, the Company anticipates significant expenditures in business development
to create strategic alliances with third parties, and in developing a sales
channel to the various amateur sports organizations throughout the United
States.

         Because the Company has incurred losses, income tax expenses are
immaterial. No tax benefits have been booked related to operating loss
carryforwards, given the uncertainty of the Company being able to utilize such
loss carryforwards in future years. The Company anticipates incurring additional
losses during the coming year.

Results of Operations

         Following is management's discussion of the relevant items affecting
results of operations for the years ended December 31, 2003 and 2002.

         Revenues. The Company generated net revenues of $659,223 during the
year ended December 31, 2003, which represents a 7% increase compared to
$615,165 in net revenues during the year 2002. This increase was primarily due
to increased participation in the Company's managed events and greater
technology consulting fees generated during 2003. Also contributing was the
increase in sales of the Company's online services, sports event management and
promotion revenues, and information technology revenues. The Company anticipates
that these three areas, in addition to hardware sales, will constitute the
principal source of the Company's revenue for the foreseeable future.


                                       15

<PAGE>



         Cost of Sales. Cost of sales for the year ended December 31, 2003 were
$373,087, a 10% increase from $337,996 during the year 2002. This increase
correlates to the increase in revenues and is mainly attributable to expenses
incurred pursuant to the delivery of the Company's online registration services,
sports event management and promotional services, and sales commissions paid in
connection with technology consulting projects. The Company anticipates that
cost of sales will increase in the future as a result of increased revenues
associated with hardware sales through Secure Networks, Inc., its wholly owned
subsidiary.

         General and Administrative Expenses. General and administrative
expenses for the year ended December 31, 2003 were $383,366, a 73% decrease from
$1,395,291 during the year 2002. This decrease was principally due to the
recognition of $380,791 in expenses relating to issuances of warrants during the
year 2002. The warrants were attached to common stock issued for cash. Without
the expenses related to warrants, general and administrative expenses for the
year ended December 31, 2003 would still have been 62% lower than in 2002.
Management continues to make a concerted effort to decrease certain costs
associated with personnel salaries and benefits, professional fees, contract
labor, and rent and occupancy-related expense. Payroll expense and professional
fees accounted for approximately $268,512 and $9,905, respectively, of general
and administrative expenses during 2003, as compared to $458,988 and $358,021
during 2002. The decrease is mainly due to the trimming of payroll related
positions in the Company as well as cutting professional fees to a minimum.

         Selling and Marketing Expenses. Selling and marketing expenses for the
year ended December 31, 2003 were $206,482, a 44% decrease from $366,343 during
2002. This decrease was primarily attributable to costs associated with a major
sales initiative which started in 2002. These same costs were not incurred in
2003. The Company anticipates that selling and marketing expenses in the future
will increase as the Company seeks to market and promote its online technology
services to sports and non-sports organizations throughout the United States.
The Company also continues to focus on the sales of its technology consulting
services.

         Product Development. Product research and development expenditures were
$64,011 for the year ended December 31, 2003, as compared to $186,655 during
2002, a decrease of 66%. Product development expenses related to the Company's
Internet services consist primarily of payroll, software and systems, and
related costs for programmers and software developers. Product development
expenses related to the Company's information technology consulting consists
primarily of payroll and systems development for the web site hosting services.
Where appropriate, the Company capitalizes certain systems development costs in
accordance with generally accepted accounting principles. The Company believes
that significant investments in product development are required to remain
competitive. Accordingly, the Company expects to incur increased expenditures
with respect to product development in future periods.

         Other Income (Expense). The Company had net other expense of $42,526
for the year ended December 31, 2003 compared to net other expense of $42,519
during 2002. Expenses incurred in this category were comprised primarily of
interest expenses related to balances on Company credit cards and short term
loans.

Liquidity and Capital Resources

         As of December 31, 2003, the Company's primary source of liquidity
consisted of $51,927 in cash and cash equivalents. The Company holds most of its
cash reserves in local sweep accounts with local financial institutions. Since
inception, the Company has financed its operations through a combination of
short and long-term loans, and through the private placement of its Common
Stock.


                                       16

<PAGE>



         The Company has sustained significant net losses which have resulted in
an accumulated deficit at December 31, 2003 of $23,025,100 and is currently
experiencing a substantial shortfall in operating capital which raises doubt
about the Company's ability to continue as a going concern. The net loss for the
years ended December 31, 2003 and 2002 was $410,249 and $1,713,639,
respectively. The Company anticipates a net loss for the year ended December 31,
2004 and with the expected cash requirements for the coming months, without
additional cash inflows from an increase in revenues combined with continued
cost-cutting or a receipt of cash from capital investment, there is substantial
doubt as to the Company's ability to continue operations.

         The Company believes these conditions have resulted from the inherent
risks associated with the small startup technology-oriented companies. Such
risks include, but are not limited to, the ability to (i) generate revenues and
sales of its products and services at levels sufficient to cover its costs and
provide a return for investors, (ii) attract additional capital in order to
finance growth, (iii) further develop and successfully market commercial
products and services, and (iv) successfully compete with other comparable
companies having financial, production and marketing resources significantly
greater than those of the Company.

         The Company has made substantial progress in developing its business
and revenue models during the year 2003. In addition, the Company has
implemented stringent cost-cutting efforts and is presently working with sources
of investment capital to fund operating losses until the Company reaches
profitability. Presently, however, the Company believes that its capital
resources are insufficient for ongoing operations, with minimal current cash
reserves. The Company will likely require considerable amounts of financing to
make any significant advancements in its business strategy. There is presently
no agreement in place with any source of financing and, although management is
optimistic about the Company's ability to secure investment, there can be no
assurance that the Company will be able to raise any additional funds, or that
such funds will be available on acceptable terms. Funds raised through future
equity financing will likely be dilutive to current shareholders. Lack of
additional funds will materially affect the Company and its business, and may
cause the Company to cease operations. Consequently, shareholders could incur a
loss of their entire investment in the Company.




                                       17

<PAGE>



ITEM 7.        FINANCIAL STATEMENTS REQUIRED BY FORM 10-KSB


                                     CONTENTS

Independent Auditors' Report................................................. 19

Consolidated Balance Sheet................................................... 20

Consolidated Statements of Operations........................................ 22

Consolidated Statements of Stockholders' Equity (Deficit).................... 23

Consolidated Statements of Cash Flows........................................ 25

Notes to the Consolidated Financial Statements............................... 27




                                       18

<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors
SportsNuts, Inc. and Subsidiaries:


We have audited the accompanying consolidated balance sheets of SportsNuts, Inc.
and Subsidiaries as of December 31, 2003 and the related consolidated statements
of operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 2003 and 2002. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
SportsNuts, Inc. and Subsidiaries as of December 31, 2003 and the consolidated
results of their operations and their cash flows for the years ended December
31, 2003 and 2002 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
consolidated financial statements, the Company has negative working capital,
negative cash flows from operations and recurring operating losses which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 7. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.




Bouwhuis, Morrill & Company, LLC
Layton, Utah
March 29, 2004


                                       19

<PAGE>



                                SPORTSNUTS, INC.
                           Consolidated Balance Sheet


                                     ASSETS
<TABLE>
<CAPTION>

                                                                                                   December 31,
                                                                                                        2003
                                                                                               -----------------
<S>                                                                                           <C>
CURRENT ASSETS

   Cash and cash equivalents (Note 1)                                                          $          51,927
   Accounts receivable, net (Note 1)                                                                       7,485
   Advances due from related party (Note 8)                                                               16,445
   Prepaid expenses                                                                                        6,000
                                                                                               -----------------

     Total Current Assets                                                                                 81,857
                                                                                               -----------------

PROPERTY AND EQUIPMENT (Note 1)

   Computer hardware                                                                                     516,869
   Computer software                                                                                     788,309
   Furniture and office equipment                                                                        196,719
   Less - accumulated depreciation                                                                    (1,407,268)
                                                                                               -----------------

     Total Property and Equipment                                                                         94,629
                                                                                               -----------------

OTHER ASSETS

   Goodwill, net (Note 10)                                                                               153,270
                                                                                               -----------------

     Total Other Assets                                                                                  153,270
                                                                                               -----------------

     TOTAL ASSETS                                                                              $         329,756
                                                                                               =================
</TABLE>


              The accompanying notes are an integral part of these
                              financial statements.


                                       20

<PAGE>



                                SPORTSNUTS, INC.
                     Consolidated Balance Sheet (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                                                                                December 31,
                                                                                                    2003
                                                                                               -----------------
<S>                                                                                            <C>
CURRENT LIABILITIES

   Accounts payable                                                                            $         812,596
   Accrued expenses (Note 1)                                                                           1,156,292
   Deferred revenue                                                                                        7,500
   Capital leases, current portion (Note 11)                                                             321,247
   Notes payable, current portion (Note 3)                                                               110,000
   Notes payable, related parties (Note 2)                                                               570,666
                                                                                               -----------------

     Total Current Liabilities                                                                         2,978,301
                                                                                               -----------------

     TOTAL LIABILITIES                                                                                 2,978,301
                                                                                               -----------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.002 par value; 200,000,000 shares
    authorized, 98,624,854 shares issued and
    outstanding, respectively                                                                            197,250
   Additional paid-in capital                                                                         20,179,305
   Accumulated deficit                                                                               (23,025,100)
                                                                                               -----------------

     Total Stockholders' Equity (Deficit)                                                             (2,648,545)
                                                                                               -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                                                               $         329,756
                                                                                               =================
</TABLE>



              The accompanying notes are an integral part of these
                             financial statements.


                                       21

<PAGE>



                                SPORTSNUTS, INC.
                      Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                                                    For the Years Ended
                                                                                         December 31,
                                                                           -------------------------------------
                                                                                 2003              2002
                                                                           ------------------  -----------------

<S>                                                                        <C>                 <C>
NET SALES                                                                  $          659,223  $         615,165
                                                                           ------------------  -----------------

OPERATING EXPENSES
   Cost of Sales                                                                      373,087            337,996
   General and administrative                                                         383,366          1,395,291
   Selling and marketing                                                              206,482            366,343
   Research and development                                                            64,011            186,655
                                                                           ------------------  -----------------

     Total Operating Expenses                                                       1,026,946          2,286,285
                                                                           ------------------  -----------------

LOSS FROM OPERATIONS                                                                 (367,723)        (1,671,120)
                                                                           ------------------  -----------------

OTHER INCOME (EXPENSES)
   Interest expense                                                                  (114,758)          (128,892)
   Interest income                                                                        222                839
   Gain on settlement of debt (Note 1)                                                 12,470            164,232
   Loss on disposal of assets                                                          -                (128,487)
   Other income                                                                        59,540             49,789
                                                                           ------------------  -----------------

     Total Other Income (Expenses)                                                    (42,526)           (42,519)
                                                                           ------------------  -----------------

LOSS BEFORE INCOME TAXES                                                             (410,249)        (1,713,639)

INCOME TAX EXPENSE                                                                     -                  -
                                                                           ------------------  -----------------

NET LOSS                                                                   $         (410,249) $      (1,713,639)
                                                                           ==================  =================


BASIC LOSS PER COMMON SHARE -
   BASIC AND DILUTED (Note 1)
     Loss from continuing operations                                       $            (0.00) $           (0.02)
                                                                           ------------------  -----------------
         Basic Loss Per Share                                              $            (0.00) $           (0.02)
                                                                           ==================  =================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                                                 98,269,829         73,869,676
                                                                           ==================  =================
</TABLE>


              The accompanying notes are an integral part of these
                             financial statements.


                                       22

<PAGE>



                                SPORTSNUTS, INC.
            Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

                                            Preferred Stock                    Common Stock
                                            ---------------                    -----------

                                           Shares      Amount             Shares                Amount

<S>                                        <C>         <C>                <C>                   <C>
Balance, December 31, 2001                 178,000     $   356            46,668,854            $ 93,338

Issuance of common stock for cash                -           -            40,550,000              81,100

Warrants/Options issued below market value       -           -                     -                   -

Shares issued for services                       -           -            11,050,000              22,100

Net loss for the year ended December 31,
2002                                             -           -                     -                   -
                                          --------     -------            ----------            --------

Balance, December 31, 2002                 178,000         356            98,268,854             196,538

Warrants/Options issued below market value       -           -                     -                   -

Conversion of preferred stock to common
stock                                    (178,000)        (356)               356,000                712

Net loss for the year ended December 31,
2003                                             -            -                    -                  -
                                       -----------      -------           ----------            ---------
Balance, December 31, 2003                       -      $     -           98,624,854            $197,250
                                       ===========      =======           ===========           ========
</TABLE>


              The accompanying notes are an integral part of these
                             financial statements.


                                       23

<PAGE>



                                SPORTSNUTS, INC.
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)


<TABLE>
<CAPTION>

                                                                 Additional
                                                                 Paid-In        Accumulated     Total Stockholders'
                                                                 Capital          Deficit         Equity (Deficit)
                                                                ------------   ---------------  -------------------

<S>                                                             <C>            <C>                   <C>
Balance, December 31, 2001                                      $ 19,166,789   $  (20,901,212)       $  (1,640,729)

Issuance of common stock for cash                                    324,400                 -              405,500

Warrants/Options issued below market value                           380,791                 -              380,791

Shares issued for services                                           291,400                 -              313,500

Net loss for the year ended December 31, 2002                              -        (1,713,639)         (1,713,639)
                                                                ------------   ----------------      --------------

Balance, December 31, 2002                                        20,163,380      (22,614,851)          (2,254,577)

Warrants/Options issued below market value                            16,281                 -               16,281

Conversion of preferred stock to common stock                          (356)                 -                    -

Net loss for the year ended December 31, 2003                              -          (410,249)           (410,249)
                                                                ------------   ----------------     ---------------
Balance, December 31, 2003                                      $ 20,179,305   $  (23,025,100)      $   (2,648,545)
                                                                ============   ===============      ===============
</TABLE>


              The accompanying notes are an integral part of these
                             financial statements.


                                       24

<PAGE>



                                SPORTSNUTS, INC.
                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>

                                                                                          For the Years Ended
                                                                                             December 31,
                                                                                    -------------------------------------
                                                                                           2003               2002
                                                                                    -----------------   -----------------
<S>                                                                                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                                         $        (410,249)  $      (1,713,639)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation                                                                              43,855             304,942
     Warrants/Options issued below market value                                                16,281             380,791
     Common stock issued for services                                                           -                 313,500
     Gain on settlement of debt                                                               (12,470)           (164,232)
     Loss on disposal of assets                                                                 -                 128,487

   Changes in operating assets and liabilities:
     Accounts receivable                                                                        5,731                (998)
     Advances due from related party                                                           39,144             (55,589)
     Other current assets                                                                        (439)              7,777
     Deferred revenue                                                                           7,500               -
     Accounts payable and accrued expenses                                                    353,023             311,509
                                                                                    -----------------   -----------------

       Net Cash Provided (Used) in Operating Activities                                        42,376            (487,452)
                                                                                    -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchases of Property & Equipment                                                          (33,022)            (40,000)
                                                                                    -----------------   ------------------

       Net Cash Used in Investing Activities                                                  (33,022)            (40,000)
                                                                                    -----------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from issuance of notes payable - related parties                                   52,000              92,666
   Principal payments of notes payable - related parties                                      (50,000)            (15,000)
   Proceeds from issuance of common stock                                                      -                  405,500
                                                                                    -----------------   -----------------

       Net Cash Provided by Financing Activities                                    $           2,000   $         483,166
                                                                                    -----------------   -----------------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                                   $          11,354   $         (44,286)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                                                           40,573              84,859
                                                                                    -----------------   -----------------

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                                                          $          51,927   $          40,573
                                                                                    =================   =================
</TABLE>



              The accompanying notes are an integral part of these
                             financial statements.


                                       25

<PAGE>



                                SPORTSNUTS, INC.
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                                          For the Years Ended
                                                                                               December 31,
                                                                                    -------------------------------------
                                                                                          2003               2002
                                                                                    -----------------   -----------------

<S>                                                                                 <C>                 <C>
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:

   Interest                                                                         $          13,877   $          10,976
   Income taxes                                                                     $          -        $          -

Non-Cash Investing and Financing Activities:

   Common stock issued for services                                                 $          -        $         313,500

</TABLE>



              The accompanying notes are an integral part of these
                             financial statements.


                                       26

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

              a.      Organization and Description of Business

              SportsNuts, Inc. (the "Company") was incorporated under the laws
              of the State of Delaware on July 12, 1996. On April 15, 2001 the
              Company changed its name from SportsNuts.com International, Inc.
              to SportsNuts, Inc. Prior to the reorganization with
              SportsNuts.com, Inc. ("SportsNuts"), a privately held Delaware
              corporation, on April 6, 1999, the Company had not commenced
              active business operations and was considered a development stage
              company.

              The Company's primary business is providing unique solutions to
              the challenges faced by amateur athletes and the organizations in
              which they participate. The Company helps organize and manage a
              wide variety of sports events, providing online registration and
              merchandise sales, event sponsorship, event coordination, and
              online and offline promotion. The Company is the emerging
              technology leader in sports information systems and the only
              organization of its kind to compliment its technology solutions
              with offline, marketing, sales, and support. The Company's mission
              is to become the ultimate resource for event coordinators,
              administrators, athletes, fans, and coaches.

              Effective April 15, 2001, the Company issued 3,800,000 shares of
              its common stock to aquire Rocky Mountain Sports Alliance, Inc.
              ("RMSA") in exchange for all of the issued and outstanding shares
              of RMSA common stock. The acquisition was accounted for as a
              purchase per APB No. 16. The RMSA is a sports management firm
              located in Salt Lake City, Utah and currently holds the rights to
              a number of sports events throughout Utah and the surrounding
              intermountain area. Management believes that the addition of the
              RMSA to the Company's technology solutions gives the Company a
              unique position in the amateur sports industry in being able to
              provide offline as well as online support to teams, leagues, and
              sports organizations.

              During the second quarter of 2001, the Company began certain
              consulting activities through two wholly-owned subsidiares:
              Synerteck Incorporated, a Utah corporation ("Synerteck"), and
              Sports Management Partners, Inc., a Delaware corporation ("SMP").
              Synerteck was created to be a technology partner with the Company
              for a variety of organizations, both sports and non-sports
              related, that require Information Technology ("IT") services.
              These services include website hosting, website design and
              maintenance, computer hardware leasing, and hardware and software
              programming and related services. SMP was created to provide
              consulting services to sports organizations, principally
              management consulting and strategic advisory services, and the
              facilitation of introductions to SMP's contacts within the sports
              industry.

              b.      Accounting Method

              The Company's consolidated financial statements are prepared using
              the accrual method of accounting. The Company has elected a
              December 31 year end.

              c.      Cash and Cash Equivalents

              Cash Equivalents include short-term, highly liquid investments
              with maturities of three months or less at the time of
              acquisition.








                                       27

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              d.      Property and Equipment

              Property and equipment are stated at cost. Expenditures for
              ordinary maintenance and repairs are charged to operations as
              incurred. Major additions and improvements are capitalized.
              Depreciation is computed using the straight-line and accelerated
              methods over estimated useful lives as follows:
<TABLE>
<S>                            <C>                                       <C>

                               Computer hardware                         3 years
                               Computer software                         3 years
                               Office equipment                          7 years
</TABLE>

              Depreciation expense for the years ended December 31, 2003 and
              2002 was $43,855 and $304,942, respectively.

              e.      Accounts Receivable

              Accounts receivable are recorded net of the allowance for doubtful
              accounts of $38,782 and $34,069 as of December 31, 2003 and 2002,
              respectively.

              f.      Revenue Recognition

              Substantially all of the Company's sales are on a cash-for-service
              basis. Occasionally, sales are made on account for the sale of
              promotional merchandise. Revenue is recognized upon completion of
              the service or upon delivery of the goods.

              g.      Estimates

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and liabilities and disclosure of contingent assets and
              liabilities at the date of the financial statements and the
              reported amounts of revenues and expenses during the reporting
              period. Actual results could differ from those estimates.

              h.      Advertising

              The Company follows the policy of charging the costs of
              advertising to expense as incurred. Advertising expense is
              included in selling and marketing expenses in the consolidated
              statements of operations.













                                       28

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              i.      Basic Loss Per Share
<TABLE>
<CAPTION>
                                                                                    For the Years Ended
                                                                                       December 31,
                                                                         ------------------------------------------
                                                                                 2003                 2002
                                                                         ------------------   ---------------------

              Basic loss per share from continuing operations:
<S>                                                                      <C>                   <C>
                     Loss (numerator)                                    $        (410,249)    $      (1,713,639)
                     Shares (denominator)                                       98,269,829            73,869,676
                     Per share amount                                    $           (0.00)    $           (0.02)
</TABLE>

              The basic loss per share of common stock is based on the weighted
              average number of shares issued and outstanding during the period
              of the financial statements. Common shares to be issued from
              preferred stock, warrants, and options are not included in the
              computation because they would have an antidilutive effect on the
              net loss per common share.

              j.     Provision for Taxes

              The Company accounts for income taxes under the provisions of
              Statement of Financial Accounting Standards (SFAS) No. 109,
              Accounting for Income Taxes, using the liability method. The
              estimated future tax effect of differences between the basis in
              assets and liabilities for tax and accounting purposes is
              accounted for as deferred taxes. In accordance with the provisions
              of SFAS No. 109, a valuation allowance would be established to
              reduce deferred tax assets if it were more likely than not that
              all, or some portion, of such deferred tax assets would not be
              realized. A full allowance against deferred tax assets was
              provided as of December 31, 2003.

              At December 31, 2003 the Company had net operating loss
              carryforwards of approximately $14,014,000 that may be offset
              against future taxable income through 2023. No tax benefits have
              been reported in the financial statements, because the potential
              tax benefits of the net operating loss carry forwards are offset
              by a valuation allowance of the same amount.

              Due to the change in ownership provisions of the Tax Reform Act of
              1986, net operating loss carryforwards for Federal income tax
              reporting purposes are subject to annual limitations. Should a
              change in ownership occur, net operating loss carryforwards may be
              limited as to use in the future.

              k.     Research and Development

              The Company follows the policy of charging research and
              development costs to expense as incurred.













                                       29

<PAGE>

                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              l.     Stock Options and Warrants

              As permitted by FASB Statement 123 "Accounting for Stock Based
              Compensation" (SFAS No. 123), the Company elected to measure and
              record compensation cost relative to employee stock option costs
              in accordance with Accounting Principles Board ("APB") Opinion 25,
              "Accounting for Stock Issued to Employees," and related
              interpretations and make pro forma disclosures of net income
              (loss) and basic earnings (loss) per share as if the fair value
              method of valuing stock options had been applied. Under APB
              Opinion 25, compensation cost is recognized for stock options
              granted to employees when the option price is less than the market
              price of the underlying common stock on the date of grant. As of
              December 31, 2003, there were 22,135,000 options outstanding which
              were granted to employees, all of which were granted at exercise
              prices equal to or above the market price on the grant date.

              For purposes of the pro forma disclosures and to measure and
              record consideration paid to non- employees in the form of stock
              options or warrants, the Company applies FASB Statement 123,
              "Accounting for Stock-Based Compensation" ("SFAS No. 123"), which
              requires the Company to estimate the fair value of each dilutive
              instrument (stock options and warrants) award at the grant date by
              using the Black-Scholes option pricing model.

              m.     Gain on Settlement of Debt

              The gain on settlement of debt arises from the forgiveness of
              certain accounts payable by creditors of the Company in exchange
              for structured cash payments or cash settlements for less than the
              face amount of the obligations. The Company is continuing to
              negotiate with additional creditors to settle other old accounts
              payable at a discount.

              n.     Accrued Expenses

              The company has two lines of credit outstanding at December 31,
              2003. The balances are included in accrued expenses on the
              financial statements. Following are the details of each line of
              credit:

              Line of credit is due on demand and is personally guaranteed by
              a shareholder of the Company.
<TABLE>
<S>                                                                      <C>
              Available credit line                                      $       40,000.00
              Interest rate                                                             5%
              Balance outstanding at December 31, 2003                   $       31,142.86

              Line of credit is due on demand.
              Available credit line                                      $       34,000.00
              Interest rate                                                             8%
              Balance outstanding at December 31, 2003                   $       16,766.46
</TABLE>

                                       30

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 2 -      NOTES PAYABLE - RELATED PARTIES

              Notes payable - related parties consisted of the following:
<TABLE>
<CAPTION>

                                                                                                  December 31,
                                                                                                     2003
                                                                                              ------------------
<S>                                                                                           <C>
              Note payable to a shareholder, secured by tangible and intangible
               assets of the Company, interest at 16%, principal and interest
               due April 1, 2000, past due. Note is convertible into
               common stock of the Company at $.10 per share.                                  $         450,000

              Note payable to a related individual, secured by tangible assets
               of the Company, interest at 16%, principal and interest due May
               4, 2000, past due. Note is convertible into common stock of the
               Company at $1.00 per share.                                                                20,000

              Notes payable to related individuals, unsecured,
               interest at 10%, due on demand.                                                           100,666
                                                                                               -----------------

                     Total notes payable - related parties                                               570,666

                     Less: current portion                                                              (570,666)
                                                                                               -----------------

                     Long-term notes payable                                                   $          -
                                                                                               =================
</TABLE>
<TABLE>
<CAPTION>

              Maturities of notes payable - related parties are as follows:

                       Year Ending
                       December 31,                                                                 Amount
                       ------------                                                            -----------------
<S>                      <C>                                                                   <C>
                         2004                                                                  $         570,666
                                                                                               -----------------

                         Total                                                                 $         570,666
                                                                                               =================
</TABLE>


                                       31

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 3 -      NOTES PAYABLE

              Notes payable consisted of the following:
<TABLE>
<CAPTION>

                                                                                                December 31,
                                                                                                    2003
                                                                                               -----------------
<S>                                                                                            <C>
              Note payable to an individual, secured by tangible assets of the
               Company, interest at 16%, principal and interest due May 1, 2000,
               past due. Note is convertible into common stock of the
               Company at $1.00 per share.                                                     $          20,000

              Note payable to an individual, unsecured, interest at 10%,
               principal and interest due June 26, 2000, past due. Note is
               convertible into common stock of the Company at $1.00
               per share.                                                                                 25,000

              Note payable to an individual, unsecured, interest at 18%,
               principal and interest due August 15, 2001, past due. Note is
               convertible into common stock of the Company at $0.25
               per share.                                                                                 50,000

              Notes payable to individuals, unsecured,
               interest at 10%, due on demand.                                                            15,000
                                                                                               -----------------

                     Total notes payable                                                                 110,000

                     Less: current portion                                                              (110,000)
                                                                                               -----------------

                     Long-term notes payable                                                   $          -
                                                                                               =================

</TABLE>
<TABLE>
<CAPTION>

              Maturities of notes payable are as follows:

                     Year Ending
                     December 31,                                                                    Amount
                     ------------                                                              -----------------
<S>                      <C>                                                                   <C>
                         2004                                                                  $         110,000
                                                                                               -----------------

                        Total                                                                  $         110,000
                                                                                               =================
</TABLE>











                                       32

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 4 -      COMMON AND PREFERRED STOCK TRANSACTIONS

              Effective January 7, 2002, the Company sold and issued 1,000,000
              shares of its common stock at a price of $0.01 per share.

              Effective January 22, 2002, the Company sold and issued 2,500,000
              shares of its common stock at a price of $0.01 per share.

              Effective February 4, 2002, the Company sold and issued 1,400,000
              shares of its common stock at a price of $0.01 per share.

              Effective February 15, 2002, the Company sold and issued 500,000
              shares of its common stock at a price of $0.01 per share.

              Effective March 12, 2002, the Company sold and issued 5,500,000
              shares of its common stock at a price of $0.01 per share.

              Effective April 1, 2002, the Company issued 10,000,000 shares of
              common stock valued at $0.03 per share in satisfaction of
              obligations for consulting services received by the Company.

              Effective May 1, 2002, the Company issued 300,000 shares of common
              stock valued at $0.02 per share in satisfaction of obligations for
              consulting services received by the Company.

              Effective May 22, 2002, the Company sold and issued 1,500,000
              shares of its common stock at a price of $0.01 per share.

              Effective August 22, 2002, the Company sold and issued 25,000,000
              shares of its common stock at a price of $0.01 per share.

              Effective December 31, 2002, the Company sold and issued 3,150,000
              shares of its common stock at a price of $0.01 per share.

              Effective December 31, 2002, the Company issued 750,000 shares of
              common stock valued at $0.01 per share in satisfaction of
              obligations for consulting services received by the Company.

              Effective December 31, 2003, the Company converted 178,000 shares
              of preferred stock into 356,000 shares of common stock.


















                                       33

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 5 -      OPTIONS AND WARRANTS

              Employee Stock Options

              The following tables summarize the information regarding employee
              stock options at December 31, 2003:
<TABLE>
<S>                                                                                                    <C>
                      Options outstanding at December 31, 2002                                          22,320,000
                      Options granted                                                                    9,850,000
                      Options cancelled                                                                 (1,650,000)
                      Options forfeited                                                                 (8,385,000)
                                                                                                -------------------
                      Options outstanding at December 31, 2003                                          22,135,000
                                                                                                ==================
                      Weighted average exercise price of options
                      outstanding at December 31, 2003                                          $             0.02
                                                                                                ==================
</TABLE>
<TABLE>
<CAPTION>

                                     Number of         Weighted                        Number of
                                     Options           Average          Weighted       Options           Weighted
                                    Outstanding       Remaining         Average      Exercisable at      Average
                  Exercise           December 31,    Contractual       Exercise        December 31,     Exercise
                   Prices               2003            Life             Price            2003             Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------

<S>           <C>                       <C>                  <C>   <C>                       <C>       <C>
              $           0.005         9,800,000            4.73  $         0.005           450,000   $      0.005
              $           0.020        10,525,000            3.10  $         0.020         4,560,416   $      0.020
              $           0.030         1,575,000            2.35  $         0.030         1,162,083   $      0.030
              $           0.160           235,000            1.56  $         0.160           285,000   $      0.160
</TABLE>

              The Company applies APB Opinion 25 and related Interpretations in
              accounting for its plan. Accordingly, an expense of $0 and $2,500
              has been recognized for its stock option plan during the years
              ended December 31, 2003 and 2002, respectively. Had compensation
              cost for the Company's stock-based compensation plan been
              determined based on the fair value at the grant dates for awards
              under such plan consistent with the method of FASB Statement 123,
              "Accounting for Stock-Based Compensation" (SFAS No. 123), the
              Company's net loss and basic loss per common share would have been
              as indicated below:
<TABLE>
<CAPTION>

                                                                                        December 31,
                                                                       ----------------------------------------------
                                                                                2003                    2002
                                                                       ----------------------   ---------------------
<S>                                                                    <C>                      <C>
              Net loss as reported                                     $        (410,249)       $         (1,713,639)
              Pro forma net loss                                                (455,410)                 (2,022,054)
              Basic loss per share as reported                                     (0.00)                      (0.02)
              Pro forma basic loss per share                                       (0.00)                      (0.03)

</TABLE>
              The Company estimates the fair value of each stock option at the
              grant date and re-valuation date by using the Black-Scholes option
              pricing model based on the following assumptions:

<TABLE>
<S>                                                                                                  <C>
                      Risk free interest rate                                                        2.78% - 6.12%
                      Expected life                                                                      4-6 Years
                      Expected volatility                                                              2.18 - 2.89
                      Dividend yield                                                                           0.0
</TABLE>






                                       34

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 5 -      OPTIONS AND WARRANTS (Continued)

              Non-Employee Stock Options

              The following tables summarize the information regarding
              non-employee options outstanding at December 31, 2003.
<TABLE>

<S>                                                                                                         <C>
                      Options outstanding at December 31, 2002                                              20,000
                      Options granted                                                                       -
                      Options forfeited                                                                     -
                                                                                                ------------------
                      Options outstanding at December 31, 2003                                              20,000
                                                                                                ==================

                      Weighted average exercise price of non-employee
                      options outstanding at December 31, 2003                                  $             0.02
                                                                                                ==================
</TABLE>
<TABLE>
<CAPTION>

                                    Number of         Weighted                        Number of
                                    Options           Average          Weighted       Options            Weighted
                                    Outstanding       Remaining        Average      Exercisable at       Average
                 Exercise            December 31,    Contractual       Exercise      December 31,        Exercise
                   Price              2003            Life             Price           2003              Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------

<S>           <C>                          <C>               <C>   <C>                        <C>      <C>
              $            0.02            20,000            3.21  $          0.02            10,000   $       0.02
</TABLE>

              The Company applies SFAS No. 123 for options issued to
              non-employees, which requires the Company to estimate the fair
              value of each option issued at the grant date by using the Black-
              Scholes pricing model with the following assumptions:
<TABLE>
<S>                                                                                                           <C>
                               Risk free interest rate                                                        4.84%
                               Expected life                                                              60 Months
                               Expected volatility                                                             2.74
                               Dividend yield                                                                   0.0
</TABLE>

              As a result of applying SFAS No. 123, the Company had an expense
              of $0 and $9,631 during the years ended December 31, 2003 and
              2002, respectively. The expense is included in the general and
              administrative amount in the statement of operations.

              Warrants

              The following tables summarize the information regarding warrants
              outstanding at December 31, 2003. All the warrants are exercisable
              at December 31, 2003.
<TABLE>

<S>                                                                                                      <C>
                               Warrants outstanding at December 31, 2002                                37,196,167
                               Warrants granted                                                              -
                               Warrants expired                                                         (9,856,667)
                                                                                                    ---------------
                               Warrants outstanding at December 31, 2003                                27,339,500
                                                                                                    ===============

                   Weighted average exercise price of warrants
                                 outstanding at December 31, 2003                                      $       0.02
                                                                                                       ============
</TABLE>






                                       35

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 5 -      OPTIONS AND WARRANTS (Continued)
<TABLE>
<CAPTION>

                                                            Number of             Weighted
                                                            Warrants              Average             Weighted
                                                          Outstanding at          Remaining           Average
                                                            December 31,        Contractual          Exercise
                      Range of Exercise Prices               2003                Life                Price
                      ------------------------          ------------------  ------------------  ------------------

<S>                   <C>                                       <C>                       <C>   <C>
                      $0.01 - $0.03                             27,339,500                0.16  $             0.02
</TABLE>

              The Company applies SFAS No. 123 for warrants issued, which
              requires the Company to estimate the fair value of each warrant
              issued at the grant date by using the Black-Scholes pricing model
              with the following assumptions:
<TABLE>

<S>                                                                                                  <C>
                      Risk-free interest rate                                                        3.43% - 3.95%
                      Expected life                                                                      24 Months
                      Expected volatility                                                              2.34 - 2.82
                      Dividend yield                                                                           0.0
</TABLE>

              As a result of applying SFAS No. 123, the Company had an expense
              of $16,281 and $368,659 during the years ended December 31, 2003
              and 2002, respectively. The expense is included in the general and
              administrative amount in the statement of operations.


NOTE 6 -       OPERATING LEASES

              The Company leases two (2) different facilities under
              non-cancelable operating leases expiring in 2005. Rental expense
              for the years ended December 31, 2003 and 2002 was $48,872 and
              $85,092, respectively.

              Future  minimum  lease  payments,  by year and in the  aggregate,
              under  the  non-cancelable   operating  leases  with  initial  or
              remaining terms of one year or more are due as follows:
<TABLE>
<CAPTION>

              Year Ending
              December 31,                                                                            Amount
              ------------                                                                      ------------------
<S>           <C>                                                                               <C>
              2004                                                                              $           51,000
              2005                                                                                          54,000
              2006 and thereafter                                                                              -
                                                                                                ------------------

                   Total minimum lease payments                                                 $          105,000
                                                                                                ==================
</TABLE>















                                       36

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 7 -      GOING CONCERN

              The accompanying financial statements have been prepared assuming
              that the Company will continue as a going concern, which
              contemplates the realization of assets and satisfaction of
              liabilities in the normal course of business. The Company has
              sustained significant net losses which have resulted in an
              accumulated deficit at December 31, 2003 of approximately
              $23,000,000 and has experienced periodic cash flow difficulties,
              all of which raise substantial doubt regarding the Company's
              ability to continue as a going concern.

              The net loss for the years ended December 31, 2003 and 2002 was
              $410,249 and $1,713,639, respectively. To date the Company has
              funded its operations through a combination of short and long-term
              loans and the private placement of its common stock. The Company
              anticipates another net loss for the year ended December 31, 2004
              and with the expected cash requirements for the coming year, there
              is substantial doubt as to the Company's ability to continue
              operations.

              The Company believes these conditions have resulted from the
              inherent risks associated with small startup technology-oriented
              companies. Such risks include, but are not limited to, the ability
              to (i) generate revenues and sales of its products and services at
              levels sufficient to cover its costs and provide a return for
              investors, (ii) attract additional capital in order to finance
              growth, (iii) further develop and successfully market commercial
              products and services, and (iv) successfully compete with other
              comparable companies having financial, production and marketing
              resources significantly greater than those of the Company.

              The Company is attempting to improve these conditions by way of
              financial assistance through issuances of additional equity and by
              generating revenues through sales of products and services.


NOTE 8 -      RELATED PARTY TRANSACTIONS

              During 2002 and 2003, the Company paid $146,095 in advances to a
              company with a common officer. The balance receivable at December
              31, 2003 is $16,445.


NOTE 9 -      SEGMENT REPORTING

              SportsNuts, Inc.'s reportable segments are business units that
              offer different products and services. The Company has three
              reportable business segments: online services, sports event
              management and information technology consulting. The online
              services segment provides internet team and league management for
              amateur sports organizations and online registrations for sporting
              events. The sports event management segment creates, promotes and
              manages sporting events. The information technology consulting
              segment provides services related to computer hardware, software
              and websites.

              The policies applied to determine the segment information are the
              same as those described in the summary of significant accounting
              policies (Note 1). All significant intersegment transactions have
              been eliminated in the consolidated financial statements.









                                       37

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 9 -      SEGMENT REPORTING (Continued)

              Financial information as of and for the year ended December 31,
              2003 with respect to the reportable segments is as follows:
<TABLE>
<CAPTION>
                                                                                                    Information
                                                             Online             Sports Event         Technology
                                                            Services              Management        Consulting
                                                          -----------------  ------------------  ------------------

<S>                                                       <C>                <C>                 <C>
              Cash                                        $          30,721  $           13,266  $            7,940
              Fixed assets, net                                      86,816               4,694               3,119
              Total assets                                          277,197              36,405              16,154
              Total liabilities                                   2,583,270              30,371             364,660
              External revenues                                      57,616             477,801             123,806
              Cost of goods sold                                     32,518             310,655              29,914
              Other income (expense)                               (50,956)               8,297                 133
              Segment profit (loss) before tax effect             (394,892)            (32,985)              17,628
</TABLE>

NOTE 10 -     BUSINESS COMBINATION

              On April 15, 2001, the Company acquired Rocky Mountain Sports
              Alliance (RMSA) by exchanging 3,800,000 shares of its common stock
              for all of the common stock of RMSA. The transaction was accounted
              for as a purchase in accordance with APB 16, "Business
              Combinations." The results of operations of RMSA are included in
              the consolidated financial statements from the date of
              acquisition.

              Based on SFAS No. 142, the Company has determined that the
              goodwill associated with the acquisition of RMSA will no longer be
              amortized. Furthermore, the Company has determined that there has
              been no impairment in goodwill since December 31, 2001.

NOTE 11 -     CAPITAL LEASES IN DEFAULT

              In May 2001, the Company entered into a capital lease agreement
              with IBM Credit Corp. ("IBM"). During 2001, the Company defaulted
              on the lease. In June 2002, IBM repossessed the computer
              equipment. The Company recognized a loss on the repossession of
              $130,171 during the year ended December 31, 2002. The balance of
              the lease payable at December 31, 2003 of $321,247 is the balance
              which was outstanding as of June 2002, the date of the
              repossession. As of the report date, no settlement has been
              negotiated with IBM in regards to the remaining balance due on the
              lease.

              Terms under the original lease agreement are as follows:
<TABLE>
<S>                                                                                             <C>
                     Payable in monthly principal and interest payments of
                     $7,351 for 60 months beginning June 30, 2001,
                     interest rate of 11.76%, secured by fixed assets                            $         419,007

                     Less amounts representing taxes and interest                                          (97,760)
                                                                                                 ------------------

                     Total capital leases                                                        $          321,247
                                                                                                 ==================
</TABLE>

              Depreciation expense of $0 and $33,957 associated with the
              equipment under capital lease was expensed during the years ended
              December 31, 2003 and 2002, respectively.


                                       38

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 12 -     SUBSEQUENT EVENTS

              During February 2004, the Company acquired Secure Networks, Inc.
              from an individual for 2,500,000 shares of SportsNuts, Inc.'s
              common stock making it a wholly owned subsidiary. The purchase
              agreement also provides for issuance of up to an additional
              2,500,000 shares in each of the following three years. The actual
              number of shares yet to be issued will be determined by formula in
              each of these three years.


                                       39

<PAGE>



Item 8:       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure.

              On January 22, 2004, the Company discontinued the relationship
with Chisholm & Associates as its independent public accountants. The Company
has engaged Bouwhuis Morrill & Company, LLC as its new independent public
accountants. The decision to change the Company's accounting firm from Chisholm
& Associates is the affiliation of Neal A. Hansen, CPA with Bouwhuis Morrill &
Company, LLC in 2003. Mr. Hansen has historically been involved to a great
degree in prior audits and resulting preparation of the Company's financial
statements. The Company believes that continuing to work with Mr. Hansen and
reliance upon Bouwhuis Morrill & Company, LLC for future audit needs will
provide both continuity and cost efficiency to the preparation of its financial
statements. The Company filed a report with the Securities and Exchange
Commission on Form 8-K on January 22, 2004 summarizing the change in its
certifying accountant.


                                       40

<PAGE>




                                    PART III

Item 9:       Directors, Officers, Promoters and Control Persons; Compliance
              with Section 16(a) of the Exchange Act.

              Pursuant to the Company's Delaware Certificate of Incorporation
and Bylaws, the Company's Board of Directors (the "Board") has been divided into
three classes, with only a single class subject to re-election each year. The
initial re-election of the Board under this procedure requires the directors to
be nominated to serve a one-, two-, or three-year term. Thereafter, any
director, whether elected or re- elected, will serve a three-year term. Each of
the Company's eight directorships has been divided into one of these three
classes, with one class containing two directorships and two classes containing
three directorships. Kenneth I. Denos, age 36, is the Chief Executive Officer of
the Company and currently the only executive officer of the Company and the only
member of the Board of Directors. A short summary of Mr. Denos' business
experience is below. His term of office will expire at the next annual
shareholders meeting. No annual shareholders meeting is planned for the year
2004.

              Kenneth Denos, age 36, has worked with SportsNuts since November,
1998, and has served as the Company's Chief Executive Officer, General Counsel,
Secretary, and a member of the Board of Directors since April, 1999. Mr. Denos
also serves on the Board of Directors of Moore, Clayton & Co., Inc., an
international strategic and advisory firm with offices in Los Angeles, Salt Lake
City, New York City, and London. Mr. Denos also serves on the Board of Directors
of Healthcare Enterprise Group PLC (LSE: HCEG) an international healthcare
products distribution and advisory firm. Previously, from 1996 to 1998, Mr.
Denos practiced with the Salt Lake City-based law firm of Jones, Waldo, Holbrook
& McDonough, concentrating on growing technology and Internet-based companies,
providing assistance in corporate governance, debt and equity financing, joint
ventures, licensing, mergers, acquisitions, and securities law compliance. Mr.
Denos holds a Bachelor of Arts degree from the University of Utah in Business
Finance and Political Science, and holds a Master of Business Administration
Degree from the University of Utah School of Business and a Juris Doctor from
the University of Utah College of Law. Prior to practicing with Jones, Waldo, he
was special projects manager at Utah Technology Finance Corporation, a
technology based venture lending agency.

Board of Directors Meetings and Committees

              Although various items were reviewed and approved by the Board of
Directors during 2003, the Board held no meetings during the fiscal year ended
December 31, 2003.

              The Company does not have Audit or Compensation Committees of the
Board of Directors.

Compensation of Directors

              Although the Company anticipates compensating the members of its
Board of Directors in the future at industry levels, current members are not
paid cash compensation for their service as directors. Each director may be
reimbursed for certain expenses incurred in attending Board of Directors and
committee meetings. Directors may also be granted stock options under the
Company's 2000 Stock Option Plan.


                                       41

<PAGE>



Item 10: Executive Compensation.

              The following table sets forth certain information regarding the
annual and long-term compensation for services rendered in all capacities during
the fiscal year ended December 31, 2003, 2002, and 2001 of those persons who
were the Company's Chief Executive Officer and other executive officers of the
Company.

Summary Compensation Table
<TABLE>
<CAPTION>
                                                                                      Long-Term
                                 Annual Compensation                                Compensation
                                 -------------------                                ------------

       Name and                                                                      Securities
       Principal                                                                     Underlying             All Other
       Position         Year                Salary                 Bonus              Options               Compensation
       ---------        -----            -------------------  ----------------      -----------            -------------
<S>                     <C>              <C>             <C>  <C>                     <C>                  <C>
Kenneth Denos           2003             $       100,000 (1)  $              0                0             $      0
CEO                     2002                     100,000 (2)                 0        8,000,000                    0
                        2001                     150,000 (3)                 0        2,000,000                    0

</TABLE>

(1) Represents $100,000 in earned but unpaid salary during 2003.
(2) Represents $100,000 in earned but unpaid salary during 2002.
(3) Represents $150,000 in earned but unpaid salary during 2001.


Aggregated Option Exercises in Last Fiscal Year and Year End Option Values

<TABLE>
<CAPTION>

                                                                     Number of                    Value of Unexercised
                                                                Unexercised Options               In-the-Money Options
                                                               at December 31, 2003             at December 31, 2003(1)
                             Shares
                            Acquired           Value               Exercisable/                       Exercisable/
        Name              On Exercise         Realized             Unexercisable                     Unexercisable
        -----             ------------       ---------             --------------                    -------------
<S>                            <C>               <C>                <C>       <C>                         <C>
Kenneth                        0                 0                  2,000,000/0                           0/0
Denos
Kenneth                        0                 0              3,499,998/5,500,002                       0/0
Denos
</TABLE>

(1) Based on the closing sales price of the Common Stock on the NASD Electronic
Bulletin Board on December 31, 2003 of $0.01.




                                                        42

<PAGE>



Item 11:       Security Ownership of Certain Beneficial Owners and Management
               and Related Stockholder Matters.

         (a) Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock (par value $0.002 per share)
as of March 1, 2004 by (i) each person (or group of affiliated persons) who is
known by the Company to beneficially own more than 5% of the outstanding shares
of the Company's Common Stock, (ii) each person who has served as a director or
executive officer of the Company during the calendar year 2003, and (iii) all
persons who have served as a director or executive officer of the Company during
the calendar year 2003 as a group. As of such date, the Company had 98,627,086
shares of Common Stock outstanding. Unless indicated otherwise, the address for
each officer, director, and 5% shareholder is c/o the Company, 11585 South State
Street, Suite 102, Draper, Utah 84020.

<TABLE>
<CAPTION>
                                                                                   Common Stock
                                                                                   -------------
              Directors, Executive Officers,
                      5% Stockholders                                Number                 Percent of  Class(1)
                      ---------------                                ------                 -----------------
<S>                                                                <C>                            <C>
Kenneth Denos(2)                                                   19,111,866                     16.67%

Prestbury Investment Holdings Limited(3)                           25,000,000                     25.35%

Gardner Management, Inc. Profit Sharing Plan and                   18,304,635                     17.49%
Trust(4)

Moore, Clayton & Co., Inc.(5)                                      13,611,867                     12.24%

Nicholas Brigstocke(6)                                             5,000,000                      5.07%

Todd Shell(7)                                                       7,500,000                      7.60%

Chris Chambers(8)                                                  5,000,000                      5.07%
                                                                  -----------                    ------

All directors and officers as a group                              19,111,866                     16.72%
(1 person)
</TABLE>

(1) For each shareholder, the calculation of percentage of beneficial ownership
is based upon 98,627,086 shares of Common Stock outstanding as of March 1, 2004,
and shares of Common Stock subject to options, warrants and/or conversion rights
held by the shareholder that are currently exercisable or exercisable within 60
days, which are deemed to be outstanding and to be beneficially owned by the
shareholder holding such options, warrants, or conversion rights. The percentage
ownership of any shareholder is determined by assuming that the shareholder has
exercised all options, warrants and conversion rights to obtain additional
securities and that no other shareholder has exercised such rights. Except as
otherwise indicated below, the persons and entity named in the table have sole
voting and investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to applicable community property laws.

(2) Chief Executive Officer, Secretary, and Director of the Company. Includes
2,000,000 shares of Common Stock held directly by Mr. Denos and 3,499,998 shares
of Common Stock issuable upon exercise of options held by Mr. Denos that are
currently exercisable or will become exercisable within 60 days. Because Mr.
Denos is a member of the Board of Directors of Moore, Clayton & Co., Inc.
("MCC"), this number also includes 1,071,429 shares held directly by MCC, and
certain promissory notes held by MCC that are currently convertible into
12,540,438 shares of Common Stock Excludes 5,500,002 shares of Common Stock
issuable upon exercise of options held by Mr. Denos that are not currently
exercisable and will not become exercisable within 60 days.

(3) Principal Shareholder of the Company. Includes 25,000,000 shares held
directly by Prestbury Investment Holdings Limited.

(4) Principal Shareholder of the Company. Includes 12,273,895 shares of Common
Stock held directly by Gardner Management, Inc. Profit Sharing Plan and Trust
and 6,030,740 shares of Common Stock issuable upon the exercise of a Convertible
Promissory Note held by the Trust.


                                       43

<PAGE>



(5) Principal Shareholder of the Company. Includes 1,071,429 shares held
directly by MCC and certain promissory notes held by MCC that are convertible
into 12,540,438 shares of Common Stock.

(6) Principal Shareholder of the Company. Includes 5,000,000 shares of Common
Stock held directly by Mr. Brigstocke.

(7) Principal Shareholder of the Company. Includes 5,000,000 shares of Common
Stock held directly by Mr. Shell and 2,500,000 shares of Common Stock held by
Kelli Shell, the wife of Mr. Shell.

(8) Principal Shareholder of the Company. Includes 5,000,000 shares of Common
Stock held directly by Mr. Chambers.


         (b) Related Stockholder Matters.

                   (1)      Equity Compensation Plan Information

<TABLE>
<CAPTION>
                                       Number of                  Weighted-                   Number of securities
                                      securities                   average                         remaining
                                   to be issued upon          exercise price of               available for future
                                      exercise of                outstanding                        issuance
                                      outstanding                  options,                under equity compensation
                                       options,                  warrants and             plans (excluding securities
                                     warrants and                   rights                  reflected in column (a))
                                        rights
<S>                                   <C>                          <C>                            <C>
Equity
compensation                          50,000,000                    $0.02                          27,935,000
plans approved by
security holders

Equity
compensation                               0                          -                                0
plans not approved
by security holders

                        Total         50,000,000                    $0.02                          27,935,000
</TABLE>


         (c) Possible Change of Control.

         To reduce the Company's debts, the Company may attempt to convert
certain of its liabilities into Common Stock during 2004 and 2005, depending
upon the agreement of various creditors of the Company. These liabilities are
the result of loans received by the Company, accrued payroll expense for various
employees of the Company, and operating liabilities incurred but unpaid during
the past five years. Although the Company will endeavor to obtain the highest
possible conversion price to such liabilities, the collective effect of
converting a substantial amount of this debt may result in a change of control
of the Company in favor of certain of the Company's larger creditors.


Item 12: Certain Relationships and Related Transactions.

         During 2003, Kenneth I. Denos, the Chief Executive Officer of the
Company, made various loans to the Company in his personal capacity and through
a professional corporation controlled by Mr. Denos. These loans, aggregating
$17,000, were made for working capital purposes, are due upon demand, and bear
interest at the rate of ten percent (10%) per annum until repaid.

                                       44

<PAGE>




Item 13: Exhibits and Reports on Form 8-K.

         (a)      Documents Filed as a Part of this Report

                  (1)      Financial Statements

                  See "Item 7 - Financial Statements Required by Form 10-KSB."

                  (2)      Financial Statement Schedules

                  The following Financial Statement Schedules of the Company and
         its subsidiaries, together with the report of Bouwhuis Morrill &
         Company, LLC, the Company's independent accountants, thereon are filed
         as part of this Report on Form 10-KSB as listed below and should be
         read in conjunction with the consolidated financial statements of the
         Company:

         Report of Bouwhuis Morrill & Company, LLC, Independent Accountants, on
Financial Statement Schedules.

                  (3)      Exhibits

                  See "Index to Exhibits."

         (b)      Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended December 31,
2003.


Item 14: Controls and Procedures.

         The Company has in place adequate controls and procedures to ensure
that information required to be disclosed by the Company is recorded, processed,
summarized, and reported within the time periods specified under the Securities
and Exchange Commission's Rules and Forms.













                                       45

<PAGE>



INDEX TO EXHIBITS
-----------------


    Number      Exhibits

      3.1       Amended and Restated Certificate of Incorporation of
                SportsNuts, Inc., aDelaware corporation.(1)

      3.2       Amended and Restated Bylaws of SportsNuts, Inc., a Delaware
                corporation.(2)

     10.1       Convertible Promissory Note and Security Agreement among Gardner
                Management, Inc. Profit Sharing Plan and Trust, SportsNuts.com,
                Inc., Sportzz.com, Inc., and the Company, including amendments,
                dated February 1, 2000.(3)

     10.2       SportsNuts, Inc. 2000 Stock Option Plan. (4)

     21.1       Subsidiaries of the Registrant.(5)

     99.1       Certification of Chief Financial Officer Kenneth I. Denos
                pursuant to the Sarbanes Oxley Act of 2002

     99.2       Certification of Chief Executive Officer Kenneth I. Denos
                pursuant to the Sarbanes Oxley Act of 2002

---------------

(1) Filed as an Exhibit to the Company's quarterly report on Form 10-QSB, filed
with the Commission on August 14, 2001.

(2) Filed as an Exhibit to the Company's quarterly report on Form 10-QSB, filed
with the Commission on August 14, 2001.

(3) Filed as an Exhibit to the Company's annual report on Form 10-KSB, filed
with the Commission on March 30, 2000.

(4) Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB, filed
with the Commission on May 11, 2001.

(5) Filed as an Exhibit to the Company's quarterly report on Form 10-QSB, filed
with the Commission on August 14, 2001.




                                       46

<PAGE>



                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            SPORTSNUTS, INC


Dated: March 28, 2004                       By:    /s/ Kenneth I. Denos
                                            ----------------------------------
                                                 Kenneth I. Denos
                                                 Chief Executive Officer


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Company and in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
     Signature                                             Title                                       Date
     ---------                                             -----                                       ----
<S>                                  <C>                                                          <C>
 /s/ Kenneth I. Denos                Chief Executive Officer and sole Director                    March 28, 2004
----------------------------         (Principal Executive Officer)
                                     (Principal Financial and Accounting
                                      Officer)
</TABLE>



                                       47

<PAGE>